Sent: Wednesday, December 17, 2003 5:03 PM
Subject: File No. S7-19-03
December 12, 2003
Jonathan G. Katz
Secretary
U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0609
Re: File No. S7-19-03
Mr. Katz:
I would like to thank the Securities and Exchange Commission for
considering shareholder proxy access, a reform for which investors
have fought for over sixty years. I support the current proposal, but
there are a few changes that I think could strengthen the rule and
provide real accountability to the boards that need it most.
. Proxy access should be triggered when a company fails to act
on a shareholder proposal that wins a majority vote.
. The triggering percentage of votes withheld from a director
should be lowered to at least 20 percent, and calculated according to
votes cast rather than shares outstanding.
. Access should be immediate.
. Companies should disclose any bylaw, charter or state-law
changes that would affect the access procedure.
I trust that the commission will recognize the overwhelming public
support for this reform, and that you will remain strong as you face
the tremendous resources of those who oppose it. It is certain that
there are more of us than them.
Sincerely,
Michael Scott